Common use of Spin-Offs Clause in Contracts

Spin-Offs. If Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent to all or substantially all holders of the Ordinary Shares (other than solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per-share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares Common Stock (other than solely pursuant to an Ordinary Share a Common Stock Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Price and Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Rate pursuant to contrary in this Section 5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or if any VWAP Trading Day of the applicable Observation Period (in the case of for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement) Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Indenture or the Notesperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such Conversion Date for a Note whose conversion until the second (2nd) Business Day after the last day of will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent distributes With respect to an adjustment pursuant to this clause (b) where there has been a payment of a dividend or dividends other distribution by the Company to all or substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary subsidiary or other business unit of Parent to all or substantially all holders of the Ordinary Shares (other than solely pursuant to an Ordinary Share Change EventCompany that will be, as to which Section 5.09 will apply)upon distribution, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will Warrant Shares Per Warrant shall be increased based on the following formula: WS1 = WS0 × (FMV + SP) / SP where: CR0 WS0 = the Conversion Rate number of Warrant Shares Per Warrant in effect immediately before prior to the Open open of Business business on the Ex-Dividend Date of the Spin-Off; WS1= the number of Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Market Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each Trading Day comprised in the period of ten consecutive Trading Days immediately following, and including, the Ex-Date for such Spin-Off (such period, the “Valuation Period”); and SP = the arithmetic average of the Market Prices of the Common Stock on each Trading Day comprised in the Valuation Period. the Implied Per Share Exercise Price in effect immediately prior to the open of business for the Ex-Date for the Spin-Off shall be decreased based on the following formula: X1 = X0 × WS0 / WS1 where: X0 = the Implied Per Share Exercise Price in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; CR1 X1 = the Conversion Rate Implied Per Share Exercise Price in effect immediately after the Open open of Business business on such the Ex-Dividend Date; FMV = the product of (x) the average Date of the Last Reported Sale Prices per-share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share in such Spin-Off; and SP WS0 = the average Warrant Shares Per Warrant in effect immediately prior to the open of business on the Last Reported Sale Prices per Ordinary Share for each Trading Day in Ex-Date of the Spin-Off Valuation Period. The adjustment to Off; WS1 = the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as adjusted Warrant Shares Per Warrant in effect immediately after the open of the Close of Business business on the last Trading Day Ex-Date of the Spin-Off as determined pursuant to this clause (b)(ii). Any adjustment to the Implied Per Share Exercise Price and number of Warrant Shares Per Warrant under this clause (b)(ii) shall be made immediately after the close of business on the last day of the Valuation Period Period, but will shall be given effect immediately after as of the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted an adjustment to the Implied Per Share Exercise Price and the Conversion Date (Warrant Shares Per Warrant is made in the case respect of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth described in this Section 5.05(A)(iii)(2clause (b) but such distribution is declared but not made or paidso made, the Conversion Rate will Implied Per Share Exercise Price and Warrant Shares Per Warrant shall be readjusted, effective as of the date the Parent Board of Directors determines not to make such distribution, to the Conversion Rate Implied Per Share Exercise Price and Warrant Shares Per Warrant that would then be in effect had the no such adjustment been made on the basis of only the dividend or distribution, if any, actually made or paidmade.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares Common Stock (other than solely pursuant to an Ordinary Share a Common Stock Change Event, as to which Section 5.09 4.3 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange exchange, the OTCQX, the OTCQB, the Pink Market or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) similar quotation system (a “Spin-Off”), then the Conversion Rate Exercise Price will be increased decreased based on the following formula: where: CR0 EP0 = the Conversion Rate Exercise Price in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 EP1 = the Conversion Rate Exercise Price in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests)Date; and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Rate Exercise Price pursuant to this Section 5.05(A)(iii)(2) 4.5 will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note this Warrant is converted exercised and the Conversion Exercise Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the NotesWarrant, the Company will, if necessary, delay the settlement of such conversion exercise until the second (2nd) Business Trading Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares Common Stock (other than solely pursuant to an Ordinary Share a Common Stock Change Event, as to which the provisions set forth in Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV+SP where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per-Price per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Price and Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in share of Common Stock over the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the third (3rd) (or, if the T+2 Effective Date has occurred by the last day of the Spin-Off Valuation Period, the second (2nd)) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares (other than solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply)Common Stock, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per-share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Price and Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off); and SP MP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in share of Common Stock over the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares (other than solely pursuant to an Ordinary a Share Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Rate pursuant to contrary in this Section 5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or if any VWAP Trading Day of the applicable Observation Period (in the case of for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement) Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Indenture or the Notesperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such Conversion Date for a Note whose conversion until the second (2nd) Business Day after the last day of will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares Class A Common Stock (other than solely pursuant to an Ordinary Share (x) a Class A Common Stock Change Event, as to which Section 5.09 will apply; or (y) a tender offer or exchange offer for shares of Class A Common Stock, as to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interest is interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Ordinary Shares Class A Common Stock in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Class A Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share share of Class A Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Rate pursuant to contrary in this Section 5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or if any VWAP Trading Day of the applicable Observation Period (in the case of for a Note whose Conversion will be settled pursuant to Cash Settlement or Combination Settlement) Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such Conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Indenture or the Notesperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of Conversion Date for a Note whose Conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such Conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares (other than solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply)Common Stock, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per-share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Price and Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off); and SP MP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in share of Common Stock over the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second third (2nd3rd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares (other than solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply)Common Stock, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per-share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Price and Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off); and SP MP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in share of Common Stock over the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if the Conversion Settlement Date for a Note whose conversion is converted and to be settled pursuant to Cash Settlement or Combination Settlement occurs on or before the Conversion Date (last Trading Day in the case of Physical Settlement) or Spin-Off Valuation Period for any Spin-Off and any VWAP Trading Day of in the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) for such conversion occurs during the on any Trading Day within such Spin-Off Valuation Period, then, notwithstanding anything solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to be the contrary in this Indenture or the Notesperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, the last VWAP Trading Day in such Observation Period (or, if necessarysuch VWAP Trading Day is not a Trading Day, delay the settlement of such immediately preceding Trading Day); and (ii) if the Conversion Settlement Date for a Note whose conversion until the second (2nd) Business Day after is to be settled pursuant to Physical Settlement occurs on or before the last day of Trading Day in the Spin-Off Valuation Period for a Spin-Off and the Conversion Date for such conversion occurs on any Trading Day within such Spin-Off Valuation Period, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to be the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day). To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent to all or substantially all holders of the Ordinary Shares (other than solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares Common Stock (other than solely pursuant to an Ordinary Share a Common Stock Change Event, as to which the provisions set forth in Section 5.09 will apply), and such Capital Stock or equity interest is interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per-Price per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Price and Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests, as applicable); and (y) the number of shares or units units, as applicable, of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in share of Common Stock over the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second third (2nd3rd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Corporation distributes or dividends shares of Capital Stock capital stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Corporation to all or substantially all holders of the Ordinary Shares Common Stock (other than solely pursuant to an Ordinary Share a Common Stock Change Event, as to which Section 5.09 8(b) of the Certificate of Designations will apply), and such Capital Stock capital stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a Canadian or U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate Price will be increased decreased based on the following formula: where: CR0 CP0 = the Conversion Rate Price in effect immediately before prior to the Open Close of Business on the Ex-Dividend Date for such last Trading Day of the Spin-OffOff Valuation Period; CR1 CP1 = the Conversion Rate Price in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock capital stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Price and Trading Day and Market Disruption Event were instead references to such Capital Stock capital stock or equity interests); and (y) the number of shares or units of such Capital Stock capital stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(22(c)(ii) of this Exhibit B is declared but not made or paid, the Conversion Rate Price will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate Price that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares Common Stock (other than solely pursuant to an Ordinary Share a Common Stock Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) the preceding sentence will be calculated as of become effective at the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (time set forth in the case definition of Physical SettlementCR1 above. Notwithstanding anything to the contrary, (i) or if any VWAP Trading Day of the applicable Observation Period (in the case of for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement) Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Indenture or the Notesperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such Conversion Date for a Note whose conversion until the second (2nd) Business Day after the last day of will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent to all or substantially all holders of the Ordinary Shares (other than solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + SP SP where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Spin- Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares Common Stock (other than solely pursuant to an Ordinary Share a Common Stock Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Price and Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Rate pursuant to contrary in this Section 5.05(A)(iii)(25.05.(A)(iii)(2), (i) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or if any VWAP Trading Day of the applicable Observation Period (in the case of for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement) Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Indenture or the Notesperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such Conversion Date for a Note whose conversion until the second (2nd) Business Day after the last day of will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(25.05.(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares (other than solely pursuant to an Ordinary a Share Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: CR1 = CR0 x FMV + SP where: CR0 = the Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Rate pursuant to contrary in this Section 5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or if any VWAP Trading Day of the applicable Observation Period (in the case of for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement) Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Indenture or the Notesperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such Conversion Date for a Note whose conversion until the second (2nd) Business Day after the last day of will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares Common Stock (other than solely pursuant to an Ordinary Share a Common Stock Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: FMV + SP SP CR1 = CR0 X where: CR0 = the Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Price and Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Rate pursuant to contrary in this Section 5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or if any VWAP Trading Day of the applicable Observation Period (in the case of for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement) Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Indenture or the Notesperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such Conversion Date for a Note whose conversion until the second (2nd) Business Day after the last day of will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If Parent the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of Parent the Company to all or substantially all holders of the Ordinary Shares Common Stock (other than solely pursuant to an Ordinary Share a Common Stock Change Event, as to which Section 5.09 5.08 will apply), and such Capital Stock or equity interest is interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per-per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Ordinary Shares Common Stock in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Conversion Rate pursuant to contrary in this Section 5.05(A)(iii)(2), (i) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or if any VWAP Trading Day of the applicable Observation Period (in the case of for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement) Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Indenture or the Notesperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such Conversion Date for a Note whose conversion until the second (2nd) Business Day after the last day of will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective as of the time set forth in the preceding definition of CR1.